TEEMS FABRICATION, INC.

1.        APPLICABILITY. These Terms and Conditions of Sale ("Terms") apply in respect to the purchase by you ("Buyer") from Teems Fabrication, Inc. ("Teems") of any custom equipment, parts or other items manufactured by Teems ("Product"), or services provided by Teems ("Services"), each of which are identified in an accompanying quotation, credit application, proposal, order acknowledgement or invoice ("Sales Confirmation"). Buyer accepts these Terms by signing and returning Teems' quotation, by sending a purchase order in response to the quotation, by submitting instructions to Teems to ship the Product or to provide Services or by accepting or paying for the Product or Service. No additional or different terms, conditions or warranties other than those identified in the quotation and no agreement or understanding, oral or written, in any way purporting to modify the terms and conditions, whether contained in Buyer's purchase order or shipping release forms, or elsewhere, shall be binding on Teems unless hereafter made in writing, signed by Teems' authorized representative, and specifically referencing these Terms and stating that it modifies them. Buyer is hereby notified of Teems express rejection of any terms inconsistent with these Terms or to any other terms proposed by Buyer. Neither Teems' subsequent lack of objection to any terms, nor the delivery of the Products or Services, shall constitute an agreement by Teems to any such terms. Trade custom, trade usage and past performance are superseded by these Terms and shall not be used to interpret these Terms.

2.        CANCELLATION. Buyer's order for the Products and/or Services cannot be cancelled except upon Teem's consent in writing and Buyer's payment of all costs incurred by Teems in connection with such order prior to the date of cancellation.

3.        PAYMENT. Except as otherwise agreed between Teems and Buyer, Buyer shall pay the purchase price for the Products and/or Services within thirty (30) days from the date of invoice. Title to and risk of loss of the Products passes to Buyer upon delivery to the carrier at Teems' facility. In the event Buyer fails to pay the total purchase price within said thirty (30) day period, the maximum interest allowed by applicable laws shall be applied to all past due accounts commencing from the due date of the invoice until paid. Teems shall also be entitled, in addition to all other remedies available at law or in equity, to recover its reasonable attorney’s fees, court costs and/or other expenses in collecting the purchase price or otherwise enforcing or successfully defending itself in respect to these Terms.

4.        TAXES AND OTHER CHARGES. Any tax, duty, tariff or other government charge upon the provision of Services, or the production, sale, shipment, transfer, consumption or use of the Products, which Teems is required to pay or collect from Buyer, shall be paid by Buyer to Teems unless Buyer furnishes Teems with exemption certificates acceptable to taxing authorities. Such amount shall be due upon demand whether or not included on the invoice.

5.        SHIPPING. The shipping date or other applicable performance date(s) are estimated on the basis of immediate receipt by Teems of all information, specifications, drawings and approvals to be furnished by Buyer in order for Teems to manufacture the Products or perform the Services, and the absence of delays, direct or indirect, resulting from or contributed to by circumstances beyond Teems’ reasonable control. Teems will in good faith endeavor to ship Products or perform Services by the estimated date(s). Teems shall have the right to make partial shipments. All changes in specifications or estimated shipping or performance date by which mutual written agreement of Teems and Buyer, and where such changes affect Teems’ time or cost performance, an equitable adjustment in estimated shipping/performance date, purchase price, or both, will be made. If no packaging, loading, or bracing requirements are stated, Teems will comply with minimum specifications for the method of transportation specified. If no method of transportation is specified, shipment will be by a reasonable method of transportation.

6.        NONCONFORMITY. All Products and/or Services are to be inspected by Buyer upon receipt and should any of such Products or Services fail to meet the written specifications provided by Buyer and accepted by Teems, Buyer shall not return the same, but shall notify Teems, stating full particulars in supports of its claim. Teems will, at Teems' option, either repair or replace nonconforming Products upon their return or refund the purchase price of such Products. Claims for Products or Services failing to conform to Buyer's specifications shall be deemed waived and released by Buyer unless made in writing within thirty (30) days after receipt of such Products and/or Services.

7.        LIMITED WARRANTY.  Teems warrants to Buyer for a period of one (1) year from the date of shipment that the Products will be free from material defects in workmanship and will be materially in accordance with specifications provided by Buyer. This warranty shall not apply to Products that have been subject to misuse or abuse, neglect, accident, damage, improper installation or maintenance, or that have been combined with other machinery, equipment, parts, hardware, accessories or third-party products not provided by or approved in writing by Teems. Buyer will inspect the Products upon delivery and will promptly notify Teems in writing of any defect in the Products. Teems' sole obligation under this warranty will be limited to either, at Teems' option and expense, repairing or replacing the Products or parts thereof that Teems reasonably determines do not conform to this warranty, and Buyer’s exclusive remedy for breach of any such warranty or any other claims related to the Product and/or Services will be the enforcement of such obligation of Teems. All transportation costs of and in transit risk of loss or damage to Products or parts thereof returned for warranty repair, and to such repaired or replacement products or parts thereof returned to Buyer, will be borne by Buyer. No agent, employee, or representative of Teems has any authority to bind Teems to any representation, affirmation or warranty concerning the Products. Any such representation affirmation, or warranty shall not be deemed to have become part of the basis of these Terms and shall be unenforceable. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF, AND BUYER WAIVES, ALL OTHER WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND OF ANY OTHER TYPE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW AND WHETHER OR NOT OCCASIONED BY TEEMS' NEGLIGENCE.

8.        LIMITATION OF LIABILITY. IN NO EVENT SHALL TEEMS BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER ARISING, INCLUDING SUCH DAMAGES CAUSED BY TEEMS' NEGLIGENCE, nor shall Teems' liability on any claims for alleged damages arising out of or in connection with the manufacture, sale, delivery or use of the Products or performance of the Services exceed the purchase price of the Products and/or Services giving rise to the claim. Teems shall not be liable for any failure to perform its obligations under these Terms caused directly or indirectly by acts of God, acts of Buyer, acts of civil or military authority, fires, strikes or other labor disputes, accidents, floods, epidemics, war, riot, inability to secure material or transportation facilities, acts or omissions of carriers or any other circumstances beyond Teems’ reasonable control. Teems shall have no liability to Buyer under these Terms except as expressly provided herein.

9.        TEEMS' PROPERTY. Unless otherwise agreed in writing, all personal property used to manufacture, assemble or otherwise make or process any Products delivered to Buyer, including, but not limited to, tools, jigs, fixtures, and dies, shall remain Teems' sole property and are retained in Teems' possession regardless of any charges to Buyer to cover part or all of the cost of the same.

10.      INDEMNITY. Buyer shall indemnify and hold Teems harmless from, and release and not make claim or suit against Teems because of, any suits, claims, losses, expenses (including reasonable attorney fees), or other liability made against, or suffered by, Buyer arising from any claim of, or infringement of, patent, copyright, trademark, or other proprietary right, at common law, or claim of unfair trade or unfair competition, resulting from, or occasioned by, Buyer’s use, possession, sale, or delivery of the Products or Services sold to Buyer by Teems under private label instructions of Buyer or in accordance with specifications provided to Teems by Buyer.

11.      EXPORT CONTROL. Buyer understands that Products supplied by Teems may be subject to the jurisdiction of U.S. export controls and trade sanctions, and Buyer represents and warrants that it will not violate U.S. export related laws with respect to Products supplied by Teems.

12.      GOVERNING LAW; FORUM. Any dispute which may arise from these Terms and for any goods purchased hereunder shall be governed by the laws of the State of Georgia without regard to rules governing conflict of laws. Any provision hereof prohibited by law shall be ineffective to the extent of such prohibition and without invalidating the remaining provision hereof. Any action to enforce these Terms or any invoice related hereto or any related transaction or any portion hereof shall be instituted exclusively in the federal courts of the United States located in Rome, Georgia or the states courts of Georgia located in the city of Ringgold and County of Catoosa and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

13.      ASSIGNMENT; WAIVER. These Terms are not assignable by Buyer in whole or part without prior written consent of Teems. Failure by Teems to exercise any right or remedy under these Terms will not be deemed a waiver of such right or remedy unless in a writing signed by Teems. Nor shall any waiver be implied from the acceptance of any payment. No waiver by Teems of any right shall extend to or affect any other right, nor shall a waiver by Teems of any breach extend to any subsequent similar or dissimilar breach. These Terms shall be for the benefit of Teems and Buyer and not for the benefit of any other person.